Director Shareholding

TO:       Regulatory Information Service                                 
                                                                         
          PR Newswire                                                    
                                                                         
RE:       CHAPTER 16 PARAGRAPH 13 OF                                     
                                                                         
          THE LISTING RULES                                              

Diageo plc (the 'Company') announces:

1) that it received notification on 10 January 2003 for the purposes of Section
329 of the Companies Act 1985 that the trustee of the Diageo plc QUEST (the
'Trust') has transferred 3,861 of the Company's ordinary shares of 28 101/108
pence ('Ordinary Shares') to participants exercising options granted under the
Company's UK Savings-Related Stock Option Scheme and the Grand Metropolitan
Savings-Related Share Option Scheme (the 'Schemes'). The Ordinary Shares were
transferred by Diageo QUEST Trustees Limited as trustee of the Trust. The Trust
is a discretionary trust for the benefit of employees of the Company and its
subsidiaries which operates in conjunction with the Schemes and holds Ordinary
Shares to satisfy existing options granted under the Schemes.

1.           Executive directors who are potential beneficiaries of the   
             Trust are:                                                   
                                                                          
             N C Rose                                                     
                                                                          
             P S Walsh                                                    
                                                                          
2.           Transactions notified on 10 January 2003 in relation to the  
             Trust.                                                       
                                                                          
Date of Transaction      No. of Ordinary Shares    Range of Option Prices 
                         Transferred               of Ordinary Shares     
                                                                          
10.01.03                          3,861            £4.645-£4.89           

The total holding of the Trust now amounts to 492,684 Ordinary Shares.

2) that it received notification on 10 January 2003 for the purposes of Section
329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the
'Trustee'), as trustee of the Diageo 2001 All Employee Share Ownership Plan
(the 'Plan') that:

(i) the Trustee purchased 53,102 ordinary shares of 28 101/108 pence each in
the Company ('Ordinary Shares') in respect of participants in the Plan on 10
January 2003 at a price 681p per share. The Ordinary Shares were purchased by
Diageo Share Ownership Trustees Limited, which holds Ordinary Shares as trustee
of the Plan;

(ii) that the Trustee sold 624 Ordinary Shares in respect of participants
leaving the Plan and transferred 4,163 Ordinary Shares to participants leaving
the Plan. The Ordinary Shares were sold at a price of £6.8455 per share on 6
January 2003 by the Trustee. The Plan is an Inland Revenue approved plan
operated by Diageo Group companies for the benefit of employees of the Company
and its subsidiaries.

 

 

 Date of        No of Ordinary Shares    Price Per 
Transaction     Sold                     Share     
                                                   
06.01.03        624                      £6.8455   

 

 Date of        No of Ordinary Shares  
Transaction     Transferred            
                                       
06.01.03        4,163                  

(iii) the following directors of the Company were allocated Ordinary Shares on
10 January 2003 under the Plan, from those purchased by the Trustee as
disclosed in (i) above:

Name of Director                        Number of Ordinary Shares              
                                                                               
N C Rose                                27                                     
                                                                               
P S Walsh                               27                                     
                                                                               

The number of Ordinary Shares allocated comprises those purchased by the
Trustee using an amount which the employee has chosen to have deducted from
salary ('Sharepurchase') and those awarded to the employee by the Company
('Sharematch') on the basis of one Sharematch Ordinary Share for every two
Sharepurchase Ordinary Shares.

The Sharepurchase Ordinary Shares were purchased and the Sharematch Ordinary
Shares were awarded at a price per share of 681p.

The Ordinary Shares are held by the Trustee. Sharepurchase Ordinary Shares can
normally be sold at any time. Sharematch Ordinary Shares cannot normally be
disposed of for a period of three years after the award date.

As a result of the above, these directors' interests in the Company's Ordinary
Shares (excluding options, awards under the Company's LTIPs and also interests
as potential beneficiaries of the Diageo plc QUEST, the Grand Metropolitan No 2
Employee Share Trust, the Diageo Employee Benefit Trust, and in the case of Mr
Walsh only, the Pillsbury 401(K) Savings Plan) are as follows:

Name of Director                        Number of Ordinary Shares              
                                                                               
N C Rose                                90,525                                 
                                                                               
P S Walsh                               444,644*                               
                                                                               

*(of which 4,932 are held in the form of American Depositary Shares);

As a result of purchases, awards and transfers made by the Trustee on behalf of
the Company on 10 January 2003 in respect of all participants in the Plan, the
total holding of the Trustee now amounts to 1,874,592 Ordinary Shares.

 

3) that it received notification on 10 January 2003 from Lord Blyth that he has
purchased 1,095 Ordinary Shares on 10 January 2003 under an arrangement with
the Company, whereby he has agreed to use an amount of £7,500 per month, net of
tax, from his fees to purchase Ordinary Shares. Lord Blyth has agreed to retain
the Ordinary Shares while he remains a director of the Company.

The Ordinary Shares were purchased at a price per share of 681p.

As a result of this purchase, Lord Blyth's interest in Ordinary Shares has
increased to 22,782.

 

 

10 January 2003